'The greatest card ever assembled': Inside the making of UFC 300

MAX HOLLOWAY AND his coaches needed a place to work out in Denver during UFC 150 fight week. It was August 2012, and Holloway, then a 20-year-old prospect, was coming off his first UFC victory two months earlier.

Holloway and his team arrived from Hawaii and connected with coach Trevor Wittman. He invited them to use his gym, then called Grudge Training Center, in Wheat Ridge, Colorado, for training.

Everything went well at Grudge, and Holloway was primed for his fight against Justin Lawrence a few days later. But Holloway and his coaches didn't have a ride back to the hotel where the UFC was housing the athletes. A young fighter who had just arrived at the gym after wrestling for the University of Northern Colorado offered up his time and vehicle, which he was essentially living out of at the time.

It was Justin Gaethje.

The two fighters, both early in their respective careers, chatted for a while during the drive, which extended to Gaethje being almost the team's unofficial chauffeur for a few days.

"He had everything in his car, he had his dog," Holloway told ESPN. "And he was just talking about how he wanted to make it [to the UFC]. He wanted to make it there. He's not going to stop."

Gaethje remembers being a "big fan" of Holloway at the time, and Holloway was "such a nice dude and respectful and normal" that it helped inspire Gaethje to continue on the path he was walking.

"Every time I met a UFC fighter, I was like, 'These guys are normal, I can do this,'" Gaethje said. "And I think that the biggest obstacle to overcome whenever you're trying to achieve something is knowing that you deserve something."

Little did they know then that the UFC was at the halfway mark leading up to one of the biggest events in the promotion's history -- and an anticipated showdown between them.

Over the past 12 years and 150 UFC pay-per-view events, those two kids riding in a car through the Colorado summer have put together Hall of Fame-caliber careers. Holloway is one of the greatest featherweight fighters of all time, a former UFC champion at 145 pounds with the longest winning streak in division history (13). Gaethje is a former World Series of Fighting and interim UFC lightweight champion, the current UFC BMF titleholder and, like Holloway, one of the most exciting -- and prodigious -- strikers of his era.

Gaethje and Holloway will meet Saturday in Las Vegas at UFC 300 with Gaethje's BMF title up for grabs in one of the night's premier matchups. The card is the deepest and most ambitious the UFC has ever done, dotted up and down with big names, high-stakes fights and compelling storylines. UFC 300 will have 11 current or former UFC undisputed champions competing, as well as several more fighters -- such as Gaethje and Kayla Harrison -- who have held interim titles or belts in other major promotions.

"For 300, we're building the greatest card ever assembled," UFC CEO Dana White said on "The Jim Rome Show" earlier this year. "Every one of the fights on this card could be a main event on a Fight Night or a pay-per-view."

The lineup is so stacked that Gaethje vs. Holloway isn't even one of the main events. Alex Pereira will defend his light heavyweight title against former champ Jamahal Hill in the top headliner. In the co-main event, two Chinese fighters will face off for the first time for a UFC championship when strawweight titleholder Zhang Weili takes on Yan Xiaonan.

Pereira vs. Hill came together very quickly -- and recently. With the unavailability of the UFC's biggest stars, Conor McGregor and Jon Jones, along with other injuries and unforeseen circumstances that derailed the promotion's best-laid plans, brass pulled the trigger just eight weeks ago on the 205-pound title fight, a matchup that was originally targeted for next month. But despite the twists and turns -- and several other options explored, including moving another pay-per-view main event -- the UFC has an offering on Saturday that befits its milestone number.

"We were out there talking to lots of people, trying to make lots of fights," White said in February. "In this business, it's about taking opportunities -- headlining UFC 300 with all the buzz and all the energy around it."

HARRISON'S GOAL WHEN she started training in MMA eight years ago was singular. She wanted to be the greatest fighter of all time, a mountaintop she already reached in judo as a two-time Olympic champion. Harrison was the first American athlete to win an Olympic gold medal in judo, and she did it twice (London 2012 and Rio de Janeiro 2016).

Last July, though, Harrison was frustrated. She lost in the PFL women's lightweight championship fight in 2022 to Larissa Pacheco and had not competed for eight months with no fight on the horizon. The two biggest potential opponents, Amanda Nunes and Cris Cyborg, seemed out of reach. Nunes retired, and Cyborg had re-signed with Bellator rather than going to PFL.

At the time, Harrison, a two-time PFL women's lightweight champion, didn't know what the future held for her in MMA, and she was ready to concede.

"At this point, I'll settle for [being] one of the greatest fighters of all time," Harrison told ESPN then.

Harrison fought on the PFL championship card last November, beating UFC veteran Aspen Ladd by unanimous decision. On Jan. 1, Harrison's contract with PFL expired, though there was some legal back-and-forth between her and the promotion about whether she was actually a free agent, per sources.

UFC chief business officer Hunter Campbell reached out to Harrison's manager, Ali Abdelaziz, with an offer shortly after she was officially available, Harrison said. But the proposal came with a caveat. Harrison would have to cut to 135 pounds. She had previously fought in MMA at 155 and 145 pounds, and won the judo gold medals at about 172 pounds.

"They didn't beat around the bush about that," Harrison said of the weight. "They're like, 'No -- 135 or nothing.'"

Harrison was getting paid handsomely in PFL, around $1 million per fight. And there was a possibility of a Cyborg bout in 2024 with PFL acquiring Bellator in late 2023. Harrison could have easily returned to PFL and continued building wealth for her and her two children while potentially earning a dream fight. But she couldn't help thinking of her motivation for starting with MMA in the first place. It was about greatness, not money.

"The path was always winding, and it eluded me," said Harrison, who added that the financials of her deal with the UFC were similar to what she was making in PFL, but will now be making pay-per-view points. "I just didn't want to get to 70 [years old] and be like, 'Man, I wish I had done that.' ... So, I said, 'F--- it.'"

On Jan. 23, White had a shocking announcement. The UFC had signed Harrison, and she would be fighting former bantamweight champion Holly Holm at 135 pounds on the prestigious UFC 300 card. Sources said Holm vs. Harrison was a bout the UFC had its eyes on for Harrison, even when she nearly signed with the promotion as a free agent in 2022. The winner on Saturday could possibly fight next for the women's bantamweight title.

"I'm not here for a participation ribbon," said Holm, who has beaten current UFC women's 135-pound champ Raquel Pennington twice. "I've always said that I'm here to win, and to win on a card this big -- on a stage this big -- is just a double excitement."

Holm has had ups and downs since beating Ronda Rousey. Harrison knows all about that. The downs were not even that long ago.

"I was defeated and I did feel like I was f---ing spinning my wheels and wasting my time," Harrison said of her demeanor last summer. "And so I'm super grateful and I think that's why everyone's like, 'Oh, your energy is so good. You're this, you're that.' And I'm like, 'Yeah, because I'm not working a 9 to 5.' I'm not a nurse. I'm not a doctor. I'm not a lawyer. ... I'm not an accountant. I get to do what I love every single day. And I'm blessed with the opportunity to do it on the biggest stage in the world, on the most historic card, against one of the biggest legends in my weight class."

HILL WAS RINGSIDE at UFC 295 on Nov. 11 at New York's Madison Square Garden. Not long before, the former UFC light heavyweight champion had gotten out of a walking boot, the result of a ruptured left Achilles tendon he suffered in a basketball game last July. Hill had to relinquish the belt due to the injury, and the vacant prize would be up for grabs in the main event of the card at MSG: Pereira against another former titleholder, Jirí Procházka.

When he gave up the title, Hill was given assurances by the UFC that he would be awarded a title shot as soon as he got healthy. Sitting in the front row at UFC 295, Hill knew whom he wanted to face in his return bout before the fight even started. It was Pereira.

"[It was] the reception that he got [from the fans]," Hill said. "How everybody looked at him, how people spoke of him. And how people actually give him the respect and show the appreciation for his skills that aren't given to a lot of other fighters. It started to become a fight, for me, that held a lot of value in certain ways."

Pereira fulfilled his end of the bargain, stopping Prochazka via TKO in the second round to become UFC light heavyweight champion, his second divisional title in the promotion in an unprecedentedly short amount of time ­-- just seven UFC fights.

Pereira vs. Hill was what the UFC had written in pencil for the next 205-pound title fight. The question, though, was when Hill would heal up to make the matchup a reality. The original plan, according to Pereira's co-manager Jorge Guimaraes, was to do the fight in the main event of UFC 301 on May 4. It made sense. Pereira has emerged as one of the biggest Brazilian stars in the UFC, and the card is scheduled for Rio de Janeiro.

But Pereira was hoping to fight sooner, and he didn't mind competing in the United States rather than his home country, especially considering he now lives and trains in Connecticut. Guimaraes said Pereira had his eyes on UFC 300 for months, calling the manager often and inquiring about the card. At one point, Pereira even broached the subject of moving up to heavyweight and fighting interim champion Tom Aspinall, per Guimaraes.

"He'll fight anybody -- period," Guimaraes said.

By February, UFC 300 was shaping up as an incredibly deep slate. But it was missing a main event. A fight between McGregor and Michael Chandler had long been the UFC's hope for UFC 300, but McGregor wasn't going to be ready for various reasons, including the multi-city promotional tour he was obligated to do in March for the movie "Road House," McGregor's acting debut alongside Jake Gyllenhaal. Jones, meanwhile, tore his pectoral muscle off the bone last October training for what was the scheduled UFC 295 main event, a heavyweight title defense against former champ Stipe Miocic.

White and Campbell were working around the clock to come up with something befitting an event of this caliber while fans were waiting with bated breath for an announcement.

"I am just getting tortured right now for this main event," White said in an interview with Las Vegas Raiders lineman Maxx Crosby for Crosby's YouTube page in February. "It's not like I'm dragging this thing out, because I think it's funny or something. People don't realize how hard this business really is."

In the early stages of the card's development, the UFC offered Miocic an interim title shot against Aspinall, which Miocic declined with an eye toward fighting Jones down the road, sources said. There were talks with Jones about coming back in time for UFC 300 and fighting Miocic in the main event, sources said, and Jones was very interested in doing it. But ultimately, he wasn't far enough along with his rehab to make it and will likely be out until summer at the earliest, sources said.

At one point, there were even conversations about moving Sean O'Malley's bantamweight title defense against Marlon "Chito" Vera from UFC 299 on March 9 in Miami to the UFC 300 main event, per sources. But the UFC decided that UFC 299 was too strong to mess with and Miami was too important of a market for the promotion to make that shift.

The UFC wanted to reveal the UFC 300 main event on Feb. 17, the night of UFC 298 in Anaheim, California. Several options were still on the table. Israel Adesanya had verbally agreed to fight for the middleweight title he once held against new champion -- and Adesanya's rival -- Dricus Du Plessis. UFC welterweight champion Leon Edwards had accepted three different opponents for UFC 300. Sources told ESPN that those names were Khamzat Chimaev, Shavkat Rakhmonov and UFC lightweight champion Islam Makhachev.

Du Plessis, though, had a broken foot following a tough fight with Sean Strickland in January. Chimaev had visa issues, and Rakhmonov was nursing a bad ankle injury. Makhachev was a possibility, but UFC 300 would be just days after Ramadan, which Makhachev, a devout Muslim, observes diligently. Sources said Makhachev also didn't love the idea of taking a title shot that many felt Belal Muhammad deserved. Makhachev and Muhammad have trained together.

"I was in a moon boot," Du Plessis told the "Shadow Banned" podcast earlier this month. "I wasn't able to train, because with a broken foot, it's stationary, I couldn't train. So now you want me to have a six-week camp to fight at UFC 300 -- [against] one of the best people to ever do it. I don't think people understand what it would mean to fight at 300, be the main event. That's life-changing s---."

White and Campbell had some ideas about nontitle fights that could headline the card and figured Edwards vs. Muhammad was in the bag if they needed it, sources said. But they felt Pereira vs. Hill would be the best fit for a lineup filled with action fights. Pereira and Hill are both knockout artists who are more than willing to stand and trade. Campbell called Ed Soares and Guimaraes, Pereira's co-representatives. They immediately said yes, supremely confident that this was exactly what Pereira wanted.

"I didn't even talk to Alex or anything," Guimaraes said. "I just said, 'Hey, we'll take it.'"

The only person left was Hill. Campbell gave him a call on Feb. 16 right as Hill was arriving at the Hyatt Regency in Irvine, California, ready to attend UFC 298 in Anaheim. Campbell asked Hill if he had a few minutes to chat and if he was alone. It was important for the UFC to keep the main event under wraps until the planned announcement at the pay-per-view. Hill said he was about to go take a walk, already having an idea of what Campbell was going to say.

When he returned to his room, Hill called Campbell back and Campbell laid out the plan: Pereira vs. Hill for the UFC light heavyweight title in the main event of UFC 300. There were other potential options, but that's the one White and Campbell liked the most, Campbell told Hill.

While he knew his answer, Hill still called his coach, Chad Pomeroy; his manager, Brian Butler; his doctor; and his physical therapist. Hill said he was cleared for sparring in January, so the time frame was not going to be a problem.

"Everybody was on board, everything was a go," Hill said. "I was definitely ready to go, bro. I'm definitely tired of sitting on the sidelines."

Hill accepted, and then the most challenging part was keeping it a secret for the next 24 hours. He had promotional appearances in the morning and afternoon before UFC 298, and fans were approaching him asking if he was headlining UFC 300.

"I'm like, 'Nah, man -- I'm hurt, bro. Can I heal? Can I heal?!'" Hill said with a laugh. "I had to play the whole throw-off game and everything."

After the conclusion of UFC 298, White made the announcement. The promotion finally had its main event for UFC 300.

Hill never expected to headline one of the biggest cards of all time. His goal has always been to build his name so every card he main-events is a blockbuster one.

For Pereira, there's a sense of validation that he seems to keep achieving. Once a world-class champion kickboxer, Pereira lost his MMA debut in 2015, and there were reservations about how he'd transition to the sport. Now, he's featured in some of the biggest title fights of the last several years in the UFC.

"Back in the day, everyone doubted that we'd even make it to the UFC," Pereira said through an interpreter. "Now, I'm super happy to be in the main event of UFC 300."

GAETHJE KNOCKED OUT Dustin Poirier to win the BMF title last July at UFC 291. The title is an acronym for "baddest motherf---er," a belt awarded in fights involving action fighters known for putting on entertaining, bloody wars. Gaethje more than qualifies for that distinction -- he has the most fight night bonuses per bout in UFC history (12 in 12 fights).

Back in October, Gaethje was asked in an interview with ESPN if he had to defend the BMF title, who would be a worthy challenger? Gaethje said Holloway, with a pretty firm caveat.

"I don't ever want to fight Holloway," Gaethje said. "I don't know. I just don't want to punch him. It's not necessary."

When a clip of Gaethje saying that was posted on X (formerly Twitter), Holloway saw it and shot his shot. Gaethje didn't want to fight him, but that was the fight Holloway wanted, with the BMF title on the line.

Holloway didn't just take to social media. He started "harassing" his manager, Tim Simpson, about getting a fight at UFC 300 with the hope of it being Gaethje. Meanwhile, Gaethje hoped to challenge Makhachev for the UFC lightweight title in February, but that did not come together because Charles Oliveira was still technically ahead of him in the divisional pecking order.

Then, the UFC contacted Gaethje's manager, Abdelaziz, about fighting Holloway. It wasn't what he wanted to do, but Gaethje is not in the business of turning down opportunities. Once the idea for Gaethje vs. Holloway got put into the universe, it was hard to put the toothpaste back in the tube.

"People on the internet started talking about it, started showing their interest in it and I think that then probably brought it to the table," Gaethje said.

Oliveira will also compete at UFC 300, against upstart Arman Tsarukyan. Gaethje is approaching the card with the philosophy that whichever of the four fighters -- he, Holloway, Oliveira or Tsarukyan -- is most impressive will get the title shot against Makhachev.

Nearly every fight on Saturday's card has significant divisional implications. Prochazka can put himself right back in a contender spot in his fight against Aleksandar Rakic. Former bantamweight champion Aljamain Sterling will move up to featherweight to fight challenger Calvin Kattar. The night's opening bout pits former flyweight champion Deiveson Figueiredo against former bantamweight champion Cody Garbrandt in a massively important fight for each.

It's the best card, fight for fight, in the modern era of the UFC and will shape the futures of just about every athlete competing on it. All roads seemingly go through UFC 300, though that journey for Holloway and Gaethje started much further in the past, back in Denver in 2012 on a few drives in Gaethje's car during a fight week 150 pay-per-view events ago.

"[Gaethje was] like, 'I'm going to make it one day,'" Holloway said. "And here we are, brother. I don't know how many years ago that was, but we're here now. April 13. You guys are in for a treat."